In order to observe faster cellular events we are developing instruments to image with two-photon excitation at video rates or faster. Current results imaging with a line-scanning geometry are encouraging. Sample powers of 100 to 200 mW along a focused 150 micron line result in sufficient two-photon excited fluorescence to acquire a video rate image. In addition we are investigating mechanisms for multiple beam single spot scanning microscopes. Both of these techniques increase overall image acquistion times by simultaneously exciting greater portions of the sample.